Raymond James Financial (RJF) 10-K risk factor changes: FY2024 vs FY2023

The following sections should be read in conjunction with “Item [added: 1C - Cybersecurity,” “Item] 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes in “Item 8 - Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

In particular, see “Item [added: 1C - Cybersecurity” for additional information on how we assess, identify, and manage cybersecurity risks, “Item] 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources” for additional information on liquidity and how we manage our liquidity risk and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk management” for additional information on our exposure and how we monitor and manage our market, credit, [added: liquidity,] operational, [removed: compliance] [added: model,] and [added: compliance, and] certain other risks.

These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including appropriately dealing with potential conflicts of interest, legal and regulatory requirements, [added: fraud perpetrated against our clients,] ethical issues, money laundering, cybersecurity and privacy, record-keeping, sales and trading practices, and associate misconduct.

[removed: Failure] [added: A failure or perceived failure] to maintain appropriate service and quality [removed: standards, including the perception of a decline in service and quality] standards [removed: as a result of remote work,] or [removed: a failure or perceived failure] to treat clients fairly can result in client dissatisfaction, [removed: litigation] [added: litigation,] and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating [removed: costs] [added: costs,] and reputational harm.

Further, failures at other large financial institutions or other market participants, regardless of whether they relate to our activities, could lead to a general loss [removed: of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the financial system in general.]

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Our operations rely heavily on the secure processing, [removed: storage] [added: storage,] and transmission of sensitive and confidential financial, [removed: personal] [added: personal,] and other information in our computer systems and networks.

There have been [removed: several] [added: numerous] highly publicized cases involving financial services companies reporting the unauthorized disclosure of client or other confidential information in recent years, as well as cyber-attacks involving the theft, [removed: dissemination] [added: dissemination,] and destruction of corporate information or other assets, in some cases as a result of failure to follow procedures by employees or contractors or as a result of actions by third parties.

There have also been [removed: several] [added: numerous] highly publicized cases where hackers have requested “ransom” payments in exchange for not disclosing customer information or for restoring access to information or systems.

Like other financial services firms, we experience malicious cyber activity directed at our computer systems, software, [removed: networks] [added: networks,] and [removed: its] users on a daily basis.

[removed: We] [added: Additionally, we] may [removed: also] face increased cybersecurity risk for a period of time after acquisitions as we transition the acquired entity’s historical systems and networks to our standards.

We also face increased cybersecurity risk [removed: as we deploy additional] [added: related to] mobile and cloud [removed: technologies.][added: solutions or those related to new and emerging technologies such as AI.]

We seek to continuously monitor for and nimbly react to any and all such malicious cyber activity, and we develop our systems to protect our technology infrastructure and data from misuse, [removed: misappropriation] [added: misappropriation,] or corruption.

Cyber-attacks can originate from a variety of sources, including threat actors affiliated with foreign governments, organized [removed: crime] [added: crime,] or terrorist organizations.

Threat actors may also attempt to place individuals within our firm, or induce employees, [removed: clients] [added: clients,] or other users of our systems, to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent.

However, the techniques used in these attacks are increasingly sophisticated, change [removed: frequently] [added: frequently,] and are often not recognized until launched.

Although we seek to maintain a robust suite of authentication and layered information security controls, including our cyber threat analytics, data [removed: encryption and tokenization technologies,] [added: encryption,] anti-malware [removed: defenses] [added: defenses,] and vulnerability management programs, any one or combination of these controls could fail to detect, [removed: mitigate] [added: mitigate,] or remediate these risks in a timely manner.

Despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, [removed: software] [added: software,] and networks may be vulnerable to human error, equipment failure, natural disasters, power loss, unauthorized access, supply chain attacks, distributed [removed: denial of service] [added: denial-of-service] attacks, computer viruses and other malicious code, and other events that could result in significant liability and damage to our reputation, and have an ongoing impact on the security and stability of our operations.

In addition, in order to access our products and services, our [removed: clients] [added: clients, independent contractor financial advisors, and financial advisors associated with firms affiliated with us through our RCS division] may use computers and other devices that are beyond our security control systems.

As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our protective measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber-attacks to our [removed: clients.][added: clients and/or regulators.]

Further, in light of the high volume of transactions we process, [removed: use of remote work,] the large number of our clients, [removed: partners] [added: partners,] and counterparties, and the increasing sophistication of malicious actors, a cyber-attack could occur.

Moreover, any such cyber-attack may persist for [removed: an extended period of time without detection.]

In providing services to clients, we manage, [removed: utilize] [added: utilize,] and store sensitive or confidential client or employee data, including personal data.

As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal, [removed: state] [added: state,] and international laws governing the protection of personally identifiable information.

If any person, including any of our associates, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, [removed: fines] [added: fines,] and/or criminal prosecution.

In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through system failure, employee negligence, [removed: fraud] [added: fraud,] or misappropriation, could damage our reputation and cause us to lose clients and related revenue.

Our liquidity could be negatively affected by: any inability of our subsidiaries to generate cash to distribute to the parent company, liquidity or capital requirements that may prevent our subsidiaries from distributing cash, limitations on our subsidiaries’ access to credit markets for secured and unsecured borrowings, diminished access to the capital markets for RJF, and other commitments or restrictions on capital as a result of adverse legal settlements, judgments, regulatory [removed: sanctions] [added: sanctions,] or an adverse change in our credit rating by one or more of the national rating [removed: agencies that rate us.][added: agencies.]

Furthermore, as a [removed: bank holding company,] [added: BHC,] we may become subject to prohibitions or limitations on our ability to pay dividends to our shareholders and/or repurchase our stock.

Our cost of capital and the availability of funding may be adversely affected by illiquid credit markets, wider credit [removed: spreads] [added: spreads,] or our inability to pay a prevailing rate of interest that is competitive with other market offerings.

Significant volatility in our [removed: domestic] clients’ cash sweep and bank deposit balances [added: and higher costs in sourcing such balances] could negatively affect our net [removed: revenues and/or our ability to fund] [added: revenues,] our Bank segment’s [removed: growth] [added: growth,] and [removed: may impact] our regulatory capital ratios.

The RJBDP [removed: is a source of] [added: provides our Bank segment with] relatively low-cost, stable deposits, and we rely heavily on the RJBDP to fund our Bank segment asset [removed: growth, particularly at Raymond James Bank.][added: growth.]

[removed: A] [added: Any] significant reduction in PCG clients’ cash [removed: balances,] [added: balances swept to the RJBDP,] a change in the allocation of that cash between our Bank segment and third-party banks within the RJBDP, a movement of cash away from the firm, or an [added: inability to implement new or modified deposit offerings, could significantly impair our ability to continue growing interest-earning assets and/or require our Bank segment to increase reliance on higher-cost deposit sources, such as the ESP and certain higher-yield RJBDP offerings to clients, or other sources of liquidity to grow interest-earning assets.]

[removed: Rapidly rising rates, for example,] [added: Additionally, periods of higher interest rates] have made and may continue to make investments in securities, such as fixed-income securities and money market funds, more attractive for investors, thereby incentivizing them to reduce [removed: the] [added: their] cash [removed: they hold.][added: balances with us.]

We also earn fees from third-party banks [removed: related to the] [added: on] deposits they receive through [removed: their participation in] the RJBDP.

If PCG clients’ cash balances [removed: continue to] decrease [added: further] or third-party bank demand or capacity for RJBDP deposits decline from current levels, our RJBDP fees from third-party banks could [removed: be adversely affected.][added: decline.]

[removed: In addition, an inability] to [removed: deploy client cash to third-party banks through RJBDP would require us to] retain more cash in our Bank segment or in our Client Interest Program (“CIP”), both of which may cause a significant increase in our [removed: assets which may] [added: assets, thereby] negatively [removed: affect] [added: affecting] certain of our regulatory capital ratios.

Additionally, [added: any future] changes to [removed: the] regulatory [removed: landscape] [added: rules or interpretations] governing the fees the firm earns on [removed: client assets, including] cash sweep [removed: balances,] [added: balances] could [removed: negatively] [added: also] impact [removed: our earnings.][added: the rates we pay to clients on cash balances.]

If third-party bank capacity for reciprocal deposits [removed: declined,] [added: declines,] or we [removed: were] [added: are] otherwise restricted from participating in [removed: reciprocal deposit programs,] [added: this program,] we may have to reduce [removed: the amount of] FDIC insurance coverage [removed: we offer] on such deposits, which may cause clients to withdraw [removed: bank] deposits that exceed FDIC insurance limits from our bank subsidiaries.

[removed: If we are unable to maintain these deposits,] [added: In such event,] we may have to pay [removed: a] higher interest [removed: rate] [added: rates] to replace them with other sources of funding, which could adversely affect our liquidity and results of operations.

Additionally, our litigation and regulatory risks continue to increase as our business grows [added: both domestically and] internationally.

of client confidence in financial institutions that could negatively affect us, including harming the market perception of the financial system in general.

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an extended period of time without detection.

Further, lapses in cybersecurity controls, as perceived by our regulators, could lead to fines and penalties compounding monetary losses.

In addition, an inability to deploy client cash to third-party banks through RJBDP would require us

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Any increase to the rates we pay clients can reduce our earnings.

Such increases may result from competitive industry dynamics as well as changes to rules or interpretations governing the fees we earn on cash sweep balances.

The ESP provides a high-yield deposit offering to our PCG clients and operates through a reciprocal deposit program, which allows us to place deposits at third-party insured depository institutions in return for deposits received by our bank subsidiaries.

This program allows us to offer higher levels of FDIC insurance to our clients.

In addition, reciprocal deposit balances in excess of $5 billion meet the FDIC definition of “brokered deposits.” Such brokered deposits are subject to additional scrutiny from regulators, incur higher FDIC insurance costs, and may also be viewed negatively by our rating agencies, shareholders, and other depositors.

In addition, our results of operations may be impacted by changes resulting from different political philosophies governing individual and corporate taxation, as well as regulation, which may result from the outcome of the recent federal elections in the U.S. For example, changes to tax laws and regulations, including various provisions of the Tax Cut and Jobs Act (“TCJA”) which will expire in 2025 if not extended, may negatively impact our effective income tax rate, financial results, or the amount of any tax assets or liabilities.

Macroeconomic conditions may also be negatively affected by domestic or international events, including natural disasters, political unrest, the indirect impact of wars

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Increases in short-term interest rates have historically resulted in an increase in our net earnings and we expect decreases in short-term interest rates to generally reduce our net earnings, although there may be offsetting favorable impacts.

As it relates to our net interest income, the magnitude of the effect of a decrease in short-term interest rates depends on a number of factors impacting balances, asset yields, and the cost of funding.

Decreases in short-term interest rates generally also result in a decrease to our RJBDP fees earned from third-party banks, although the magnitude of the impact may also be impacted by demand for cash balances by third-party banks and the rate paid to clients on their cash sweep balances.

Rates paid to clients on their cash balances are generally impacted by the level of short-term interest rates, as well as competitive industry dynamics and the demand for client cash.

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Our PCG business is subject to risks arising from an ongoing industry-wide trend in which financial advisors are departing traditional firms to form independent RIAs or to join existing third-party RIAs, some of which are backed by private equity investors.

Similarly, retiring financial advisors without a successor affiliated with us may sell their practices to unaffiliated third parties.

Such developments reduce the number of our financial advisors and reported AUA.

We seek to mitigate these risks through financial advisor succession planning and by providing our financial advisors with a broad range of services and resources to support their practices.

We also offer, through our RCS division, extensive services to third-party RIAs.

If these mitigation efforts are not successful, and the trend of financial advisors transitioning to an unaffiliated RIA channel continues or accelerates, this could have an adverse effect on our PCG business, its results of operations and financial condition.

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While we perform extensive diligence on the banks we select to hold these deposits, a

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Although we currently do not use AI extensively, we may in the future use, develop, and incorporate within our technology platform and services, systems and tools that incorporate AI and machine learning, including generative AI.

Although we strive to establish and maintain appropriate governance and risk management processes, ineffective or inadequate AI development or deployment practices by us or third-party vendors could result in unintended consequences such as AI algorithms that produce

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inaccurate output or that are based on biased, incomplete, and/or inaccurate datasets.

Any of the foregoing may result in harm to our business, results of operations, or reputation.

Compliance with new or changing laws, regulations, or industry standards relating to AI may impose significant operational costs and limit our ability to develop, deploy, or use AI and machine learning technologies.

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also assign unfavorable ratings to RJF.

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Further, final and proposed rules and regulations have been increasingly subjected to legal challenge which creates uncertainty in planning our compliance and could lead to increased compliance costs.

Additionally, like many large enterprises, we have shifted to a more hybrid work environment which includes a combination of in-office and remote work for our associates.

The increase in remote work over the past few years has introduced potential new vulnerabilities to cyber threats.

Senior management of our Information Technology department gives a quarterly update on cybersecurity to the Risk Committee of our Board of Directors and an annual update to our full Board of Directors.

The SEC recently enacted rules requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance.

These new reporting requirements are effective for us as of December 18, 2023.

If we fail to comply with these new requirements we could incur regulatory fines in addition to other adverse consequences to our reputation, business, financial condition, and/or results of operations.

The majority of our Bank segment’s bank deposits are driven by the RJBDP and, to a lesser extent, the ESP.

inability to implement new or modified deposit offerings in order to retain or grow our client base, could significantly impair our ability to continue growing interest-earning assets and/or require our Bank segment to increase reliance on higher-cost deposit sources, such as the ESP, or other sources of liquidity to grow interest-earning assets.

As part of the launch of our ESP, we have increased our use of reciprocal deposit programs, which allow us to place deposits at third-party banks through a deposit placement network in return for an equivalent amount of deposits to be received by our bank subsidiaries, thereby allowing us to offer higher levels of FDIC insurance to our clients.

Reciprocal deposit balances in excess of $5 billion meet the FDIC definition of brokered deposits.

Such brokered deposits are subject to additional scrutiny from regulators and incur higher FDIC insurance costs.

the returns and fair value on our lending and investing activities.

changes in the value of marketable securities that serve as collateral for a portion of its SBL.

A rising interest rate environment generally results in our earning more interest income and an increase in servicing fees received on cash swept to third-party program banks as part of the RJBDP but also increases our costs of funds.

Conversely, in those operations, a falling interest rate environment generally results in our earning less interest income and lower RJBDP fees from third-party program banks, and also reduces our cost of funds.

In a falling interest rate environment, we may not be able to reduce our cost of funds as quickly as we experience a decrease in interest income.

risk exposures effectively.

certain financial agreements, cause clients to withdraw bank deposits that exceed FDIC insurance limits from our bank subsidiaries, or decrease the number of investors, clients and counterparties willing or permitted to do business with or lend to us, thereby curtailing our business operations and reducing profitability.

The public holds diverse and often conflicting views on ESG topics.

Moreover, there has been increased regulatory focus on ESG-related practices of investment managers, as ESG investment strategies continue to be the subject of state, federal, and international legislative and regulatory debate.

been substantial and growing in recent years.

We are also required to comply with the Volcker Rule’s provisions.

Although we have not historically engaged in significant levels of proprietary trading, or private fund investment or sponsorship, we continue to incur costs to ensure compliance with the Volcker Rule.

Any changes to regulations or changes to the supervisory approach may also result in increased compliance costs to the extent we are required to modify our existing compliance policies, procedures and practices.

As a recent example of this risk, the firm continues to cooperate with the SEC in connection with an investigation of the firm’s investment advisory business’ compliance with records preservation requirements relating to business communications sent over electronic messaging channels that have not been approved by the firm.

The SEC has announced their imposition of significant fines on a number of financial services companies in connection with similar investigations, and has reportedly conducted similar investigations of record preservation practices at other financial institutions.

The majority of our affiliated financial advisors are independent contractors.

Legislative or regulatory action that redefines the criteria for determining whether a person is an employee or an independent contractor could materially impact our relationships with our advisors and our business, resulting in an adverse effect on our results of operations.

As discussed in “Item 1 - Business - Regulation” of this Form 10-K, on October 24, 2023, federal banking regulators issued a joint final rule that makes extensive amendments to the regulations that implement the CRA.

We are evaluating the impact of the new rule which generally becomes effective on January 1, 2026, with its additional data collection and reporting requirements effective January 1, 2027.

These amendments may potentially lead to increased costs related to compliance.

In particular, the

In August 2023, Raymond James Investment Services Limited, one of our U.K. subsidiaries, agreed to a Voluntary Application for Imposition of Requirements (“VREQ”) with the FCA that prohibits the onboarding of new branches or financial advisors without the prior consent of the FCA.

We do not expect this VREQ to have a material impact on our consolidated results of operations.

The DOL has indicated that it plans to amend the definition of “fiduciary” in connection with investment advice regarding employee benefit plans and IRAs.

Imposing a new fiduciary standard could result in increased costs and other impacts to our business.

infrastructure and processes could negatively affect the ways we conduct business and increase our compliance and legal costs.

New regulations regarding the management of hedge funds and the use of certain investment products, including additional recordkeeping and disclosure requirements, may also impact our asset management business and result in increased costs.

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Year ended September 30, 2023 compared [removed: with] [added: to] the year ended September 30, 2022

[removed: For the year ended September 30, 2023, we] [added: We] generated [added: strong] net revenues [removed: of $11.62 billion] and pre-tax income [removed: of $2.28 billion, up 6%] [added: for the year ended September 30, 2024, which increased 10%] and [removed: 13%] [added: 16%, respectively,] compared with the prior year.

Our net income available to common shareholders [removed: of $1.73 billion] was [removed: 15%] [added: 19%] higher than the prior year and our earnings per diluted share [removed: of $7.97 reflected a 14% increase.][added: increased 22%.]

Our return on common equity (“ROCE”) was [removed: 17.7%,] [added: 18.9%,] compared with [removed: 17.0%] [added: 17.7%] for the prior year, and our return on tangible common equity (“ROTCE”) was [removed: 21.7%(1),] [added: 22.6%(1),] compared with [removed: 19.8%(1)] [added: 21.7%(1)] for the prior year.

[removed: The] [added: Adjusted net income available to common shareholders(1) for the] year ended September 30, [removed: 2023 included $98] [added: 2024, which excludes the impact of $97] million of [removed: net] expenses related to acquisitions completed in prior [removed: years] [added: years, such as compensation expenses related to retention awards] and [added: amortization of identifiable intangible assets, increased 18% compared with adjusted net income available to common shareholders(1) for] the [removed: favorable] [added: prior year which, in addition to acquisition-related expenses, excluded the] impact of [removed: an] [added: a $32 million favorable] insurance settlement [removed: received during the year] related to a previously-settled legal matter.

Adjusted ROCE [removed: for the year] was [removed: 18.4%(1),] [added: 19.6%(1),] compared with [removed: 18.2%(1) in] [added: 18.4%(1) for] the prior year, and adjusted ROTCE was [removed: 22.5%(1),] [added: 23.3%(1),] compared with [removed: 21.1%(1)] [added: 22.5%(1)] in the prior year.

[removed: These increases were offset by lower investment banking and brokerage revenues,] [added: The increase in net revenues compared with the prior year was] primarily due to [removed: a more challenging market environment during the current year, and a decline in] [added: higher] asset management and related administrative fees, [removed: primarily attributable to lower] [added: largely the result of higher] PCG client assets in fee-based accounts at the beginning of each of the current-year [removed: quarterly] billing [added: periods compared with the prior-year billing] periods.

Our compensation [added: ratio, or the] ratio [added: of compensation, commissions and benefits expense to net revenues,] was [removed: 62.8%,] [added: 64.1%,] compared with [removed: 66.6%] [added: 62.8%] for the prior year.

Excluding acquisition-related compensation expenses, our adjusted compensation ratio was [removed: 62.1%(1),] [added: 63.7%(1),] compared with [removed: 66.1%(1)] [added: an adjusted compensation ratio of 62.1%(1)] for the prior year.

The [removed: decline] [added: increase] in the compensation ratio [removed: from the prior year] primarily resulted from changes in our revenue mix due to [removed: higher] [added: increases in compensable revenues compared with the prior year, as well as a decrease in combined] net interest income and RJBDP fees from third-party banks, which have little associated direct compensation.

[removed: (1) ROTCE,] [added: (1)ROTCE,] adjusted net income available to common shareholders, adjusted earnings per diluted share, adjusted ROCE, adjusted ROTCE, and adjusted compensation ratio are non-GAAP financial measures.

The bank loan provision for credit losses was [removed: $132] [added: $45] million for the current year, [removed: compared with] a [removed: provision] [added: decrease] of [removed: $100] [added: $87] million [added: compared with $132 million] for the prior [removed: year, which included an initial provision for credit losses of $26 million on loans acquired as part of the TriState Capital acquisition.][added: year.]

The bank loan provision for credit losses for the [removed: current] [added: prior] year primarily reflected the impacts of a weakened macroeconomic outlook for certain loan portfolios, including a weakened outlook for commercial real estate prices compared with the [removed: prior] [added: preceding] year, charge-offs [removed: of certain loans, and loan downgrades during the year.]

These [removed: increases] [added: negative impacts on the prior-year provision] were partially offset by the favorable [removed: impact] [added: impacts] of loan repayments and sales, which had a larger impact [removed: on the current fiscal year expense] than provisions on new [removed: loans.][added: loans during the prior year.]

[removed: The decrease in the] [added: Our] effective [added: income] tax rate [added: was 21.8%, a decrease] from [added: 23.7% for] the prior [removed: year was] [added: year,] primarily due to the impact [removed: on our provision for income taxes] of [added: a higher tax benefit recognized in the current year related to] nontaxable valuation gains associated with our company-owned life insurance [removed: policies] [added: policies, as well as a change] in the [removed: current year] [added: amount of nondeductible fines and penalties] compared with [removed: nondeductible valuation losses in] the prior [removed: year, partially offset by an increase in our effective income tax rate arising from nondeductible fines and penalties.][added: year.]

During the [removed: twelve months] [added: year] ended September 30, [removed: 2023,] [added: 2024,] we repurchased [removed: 8.35] [added: 7.7] million shares of our common stock under the Board of Directors’ common stock repurchase authorization for [removed: $788] [added: $900] million at an average price of [removed: $94] [added: $117] per share.

After the effect of those repurchases, [removed: $750] [added: $644] million remained under [removed: our Board of Directors’ common stock repurchase] [added: the Board’s] authorization.

[removed: We currently] [added: Given our capital and liquidity levels, we] expect to [removed: continue to repurchase] [added: maintain, or potentially increase,] our [removed: common stock in fiscal 2024 to offset the impact of shares issued with the acquisition of TriState Capital as well as to offset dilution from share-based compensation;] [added: share repurchase activity levels;] however, we will continue to monitor market conditions and other capital needs as we consider [added: the magnitude and timing of] these repurchases.

We also continued to have substantial liquidity with [removed: $2.08] [added: $2.16] billion(1) of [removed: RJF corporate] cash [added: at the parent] as of September 30, [removed: 2023, which includes parent cash loaned to RJ&A to invest on its behalf.][added: 2024.]

As we look ahead, [removed: in spite of our expectation for economic uncertainty in the near term,] we believe we are well-positioned for long-term growth, with our strong capital [removed: position] and [added: liquidity position,] total client assets under administration of [removed: $1.26 trillion.][added: $1.57 trillion and net bank loans of $46 billion.]

[removed: Finally,] [added: In addition,] although [added: our current loan portfolio credit metrics are solid and] we [removed: have proactively taken steps] [added: continue] to [added: proactively] manage our credit risk in our loan portfolio, [removed: including selling approximately $670 million of par value of corporate loans during fiscal 2023,] future economic deterioration or changes in [removed: our] [added: the] macroeconomic outlook could [added: also] result in increased bank loan provisions for credit losses in future periods.

Year ended September 30, [removed: 2022] [added: 2023] compared [removed: with] [added: to] the year ended September 30, [removed: 2021][added: 2022]

Refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2022] [added: 2023] Form 10-K for a discussion of our fiscal [removed: 2022] [added: 2023] results compared to fiscal [removed: 2021.][added: 2022.]

[removed: (1) For] [added: (1)For] additional information, please see the “Liquidity and capital resources - Sources of liquidity” section in this MD&A.

| *$ in millions* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income available to common shareholders | | | | | | $ | [removed: 1,733] [added: 2,063] | | | | | $ | [removed: 1,505] [added: 1,733] | | | | | $ | [removed: 1,403] [added: 1,505] | | [added: | | | 19 | | % | | | | 15 | | % |]

| Acquisition-related retention | | | | | | [removed: 70] [added: 42] | | | | | | [removed: 58] [added: 70] | | | | | | [removed: 48] [added: 58] | | |

| Other acquisition-related compensation | | | | | | [removed: 10] [added: —] | | | | | | [removed: 2] [added: 10] | | | | | | [removed: 1] [added: 2] | | |

| Introduction | | | [42](#if501fdb80ab242bab436cc5c5f81b838_187) | | |

| Executive overview | | | [42](#if501fdb80ab242bab436cc5c5f81b838_190) | | |

| Capital Markets | | | [57](#if501fdb80ab242bab436cc5c5f81b838_202) | | |

| Asset Management | | | [59](#if501fdb80ab242bab436cc5c5f81b838_205) | | |

Summary results of operations

| *$ in millions, except per share amounts* | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

| Net revenues | | | | | | $ | 12,821 | | | | | $ | 11,619 | | | | | $ | 11,003 | | | | | 10 | | % | | | | 6 | | % |

| Non-compensation expenses | | | | | | $ | 1,965 | | | | | $ | 2,040 | | | | | $ | 1,652 | | | | | (4) | | % | | | | 23 | | % |

| Pre-tax income | | | | | | $ | 2,643 | | | | | $ | 2,280 | | | | | $ | 2,022 | | | | | 16 | | % | | | | 13 | | % |

| Earnings per common share – basic | | | | | | $ | 9.94 | | | | | $ | 8.16 | | | | | $ | 7.16 | | | | | 22 | | % | | | | 14 | | % |

| Non-GAAP measures: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other selected financial highlights | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Compensation ratio | | | | | | 64.1 | | % | | | | 62.8 | | % | | | | 66.6 | | % |

| Adjusted compensation ratio (1) | | | | | | 63.7 | | % | | | | 62.1 | | % | | | | 66.1 | | % |

| Effective income tax rate | | | | | | 21.8 | | % | | | | 23.7 | | % | | | | 25.4 | | % |

(1)These are non-GAAP financial measures.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Management’s Discussion and Analysis* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

Year ended September 30, 2024 compared with the year ended September 30, 2023

Our adjusted earnings per diluted share(1) increased 21% compared with the prior year.

Brokerage revenues also increased compared with the prior year largely due to an increase in client activity in the PCG segment and investment banking revenues increased primarily due to more favorable market conditions in the current year.

Offsetting these increases was a decrease in combined net interest income and RJBDP fees from third-party banks, as the favorable impacts of higher short-term interest rates and higher average interest-earning asset balances and RJBDP balances swept to third-party banks were more than offset by a significant increase in interest expense.

The increase in interest expense was primarily due to a shift in the mix of deposit balances at our Bank segment, as RJBDP balances swept to the Bank segment declined compared with the prior year and a significant portion was replaced with higher-cost ESP balances and certificate of deposit balances.

Compensation, commissions and benefits expense increased 13%, primarily due to an increase in compensable revenues, as well as an increase in compensation costs to support our growth and annual salary increases.

Non-compensation expenses decreased 4%, largely due to a significant decrease in expenses related to legal and regulatory matters, as the current year reflected net legal and regulatory matters reserve release while the prior year included elevated provisions for legal and regulatory matters, as well as a decrease in the bank loan provision for credit losses.

Partially offsetting these decreases in expenses, was the impact of higher communications and information processing expenses resulting from continued investments in technology to benefit our clients and advisors and to support our growth, the aforementioned $32 million insurance settlement received in the prior year related to a previously-settled legal matter that did not reoccur, higher investment sub-advisory fees resulting from growth in assets under management in sub-advised programs, and higher non-interest expenses related to deposits, including the impact of a FDIC special assessment in the current year.

Occupancy and equipment and business development expenses also increased compared with the prior year.

Please see the “Reconciliation of non-GAAP financial measures to GAAP financial measures” in this MD&A for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, and for other important disclosures.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Management’s Discussion and Analysis* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

As of September 30, 2024, tier 1 leverage ratio was 12.8% and total capital ratio was 24.1%, both well above regulatory capital requirements.

In total, we returned $1.3 billion of capital to shareholders through the combination of share repurchases and dividends in the fiscal year.

We expect to continue to repurchase our common stock to offset dilution from share-based compensation and to be opportunistic with incremental repurchases.

We expect our fiscal first quarter of 2025 results to be favorably impacted by higher asset management and related administrative fees, which will benefit from the 7% increase in both PCG fee-based assets and financial assets under management from June 30, 2024 to September 30, 2024.

In addition, our financial advisor recruiting activity remains robust, including a strong recruiting pipeline.

We also have a healthy investment banking pipeline, and we expect investment banking revenues to benefit as the market environment becomes more constructive for transaction closings over the next few quarters.

Although the market is still challenging, we expect fixed income brokerage revenues to benefit from increased activity from depository institutions resulting from decreases in short-term interest rates and the yield curve steepening.

While the decline in short-term interest rates is expected to have a favorable impact on certain of our businesses, we anticipate our combined net interest income and RJBDP fees from third-party banks will decrease in our fiscal 2025 due to the 50-basis point and 25-basis point decreases in short-term interest rates enacted by the Fed in September 2024 and November 2024, respectively; although the magnitude of such decline is largely dependent on the level of short-term interest rates, including any additional rate cuts in our fiscal 2025, our interest-earning asset levels, client cash balances, and other factors that may impact the current market environment.

While we maintain discipline in controlling our expenses, we continue to invest to support growth across our businesses which may increase expenses in future periods.

Corporate loan growth has remained muted in fiscal 2024, but we believe we are well-positioned to increase lending as new origination activity increases, which may increase provisions for credit losses in future periods.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Management’s Discussion and Analysis* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| Net income available to common shareholders | | | | | | $ | 2,063 | | | | | $ | 1,733 | | | | | $ | 1,505 | |

| Introduction | | | [39](#i344a1a14bda742dcaca6ee5b5da3defc_190) | | |

| Executive overview | | | [39](#i344a1a14bda742dcaca6ee5b5da3defc_193) | | |

| Capital Markets | | | [52](#i344a1a14bda742dcaca6ee5b5da3defc_205) | | |

| Asset Management | | | [54](#i344a1a14bda742dcaca6ee5b5da3defc_208) | | |

Excluding these items, our adjusted net income available to common shareholders was $1.81 billion(1), an increase of 12% compared with the prior year, and our adjusted earnings per diluted share were $8.30(1), an increase of 11%.

The increase in net revenues compared with the prior year was driven by the benefit of significantly higher short-term interest rates in the current year on both net interest income and RJBDP fees from third-party banks, as well as incremental revenues arising from our prior-year acquisitions of Charles Stanley Group PLC (“Charles Stanley”), TriState Capital Holdings, Inc. (“TriState Capital”), and SumRidge Partners.

Compensation, commissions and benefits expense was flat with the prior year, as the impact of the decrease in compensable revenues compared with the prior year was offset by incremental expenses arising from our prior-year acquisitions of Charles Stanley, TriState Capital, and SumRidge Partners, as well as an increase in compensation costs to support our growth and annual salary increases.

Non-compensation expenses increased $388 million, or 23%.

This increase resulted from multiple items, including elevated provisions for legal and regulatory matters during the current year for a number of matters totaling approximately $175 million, a portion of which related to the SEC industry sweep on off-platform communications, as well as incremental expenses arising from our prior-year acquisitions of Charles Stanley, TriState Capital, and SumRidge Partners, and increases in communications and information processing expenses, business development expenses, and the bank loan provision for credit losses.

Partially offsetting these increases was the aforementioned favorable insurance settlement received.

Our effective income tax rate was 23.7% for fiscal 2023, a decrease from 25.4% for the prior year.

In December 2022, the Board of Directors increased the quarterly cash dividend on common shares to $0.42 per share and authorized common stock repurchases of up to $1.5 billion.

As of September 30, 2023, our tier 1 leverage ratio of 11.9% and Total capital ratio of 22.8% were both more than double the regulatory requirement to be considered well-capitalized.

We also have access to significant sources of funding for our business activities should the need arise, including borrowings against the $750 million balance available on our revolving credit facility, which was renewed and increased from $500 million in April 2023, as well as nearly $9.3 billion of FHLB borrowing capacity in the Bank segment.

Our financial advisor recruiting activity increased in the latter half of fiscal 2023, and our recruiting pipeline remains strong across our affiliation options.

We expect our fiscal first quarter of 2024 asset management and related administrative fee revenues to be negatively impacted by the 2% decrease in fee-based account balances from June 30, 2023 to September 30, 2023, as well as an estimated 5% decline in our combined net interest income and RJBDP fees from third-party banks, reflecting the impact from higher-cost diversified funding sources including our ESP, which was launched to PCG clients in March 2023.

While we have a healthy investment banking pipeline and saw improvement in investment banking activity in our fiscal fourth quarter of 2023, we anticipate that market uncertainty may continue to adversely impact the pace and timing of closings early in fiscal 2024, impacting our investment banking revenues.

We also expect to continue to experience headwinds for fixed income brokerage revenues due to the decline in cash balances at many of our depository institution clients.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Expenses directly related to acquisitions included in the following financial statement line items: | | | | | | | | | | | | | | | | | | | | |

| Losses on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 98 | | |

| Losses on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 0.46 | | |

| | | | | | | As of | | | | | | | | | | | | | | |

| Total common equity attributable to Raymond James Financial, Inc. | | | | | | $ | 10,135 | | | | | $ | 9,338 | | | | | $ | 8,245 | |

| Tangible common equity attributable to Raymond James Financial, Inc. | | | | | | $ | 8,359 | | | | | $ | 7,533 | | | | | $ | 7,427 | |

| Losses on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 39 | | |

| Average goodwill and identifiable intangible assets, net | | | | | | 1,928 | | | | | | 1,322 | | | | | | 809 | | |

Over this period, the Fed has increased the federal funds target rate from a range of 0.25% to 0.50% at March 31, 2022 to a range of 5.25% to 5.50% at September 30, 2023.

| Federal funds target rate schedule | | | | | | | | | | | | | | | | | | | | |

| March 31, 2022 | | | | | | March 17, 2022 | | | | | | 25 | | | | | | 0.25% - 0.50% | | |

| June 30, 2022 | | | | | | May 5, 2022 | | | | | | 50 | | | | | | 0.75% - 1.00% | | |

| June 30, 2022 | | | | | | June 16, 2022 | | | | | | 75 | | | | | | 1.50% - 1.75% | | |

| September 30, 2022 | | | | | | July 28, 2022 | | | | | | 75 | | | | | | 2.25% - 2.50% | | |

Our domestic client cash sweep balances continue to represent a relatively low-cost funding source.

In fiscal 2023, we introduced the Enhanced Savings Program to our clients and increased our certificates of deposit balances as part of our strategy to diversify our funding sources, albeit at a higher relative cost than other alternatives.

As a result of our diverse funding sources and high concentration of floating-rate assets, we benefited from the increases in short-term interest rates during the second half of fiscal 2022 and continuing into our fiscal 2023, with combined net interest income and RJBDP fees from third-party banks increasing $1.47 billion, or 104%, compared with the prior year.

However, despite recent increases in short-term interest rates, our net interest income and net interest margin decreased during the second half of our fiscal 2023 compared with the first half of our fiscal 2023 due to a more rapid increase in deposit costs than in recent periods primarily due to growth in the Enhanced Savings Program.

| *RCS AUA* *(2)* | | | | | | $ | 133.3 | | | | | *$* | *108.5* | | | | | *$* | *92.7* | |

| *RCS assets in fee-based accounts* *(2)* | | | | | | $ | 111.7 | | | | | *$* | *89.9* | | | | | *$* | *77.2* | |

(1)These metrics include the impact from the acquisition of Charles Stanley, which was completed on January 21, 2022.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

We also believe in maintaining a [removed: conservative,] long-term focus in our decision making.

The following graph depicts the relative net revenue contribution of each of our business segments for the fiscal year ended September 30, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

We provide financial planning, investment [removed: advisory] [added: advisory,] and securities transaction services to clients through financial advisors.

Total client assets under administration (“AUA”) in our PCG segment as of September 30, [removed: 2023] [added: 2024] were [removed: $1.20] [added: $1.51] trillion, of which [removed: $683.2] [added: $875.2] billion related to fee-based accounts (“fee-based AUA”).

We had [removed: 8,712] [added: 8,787] employee and independent contractor financial advisors affiliated with us as of September 30, [removed: 2023.][added: 2024.]

We offer multiple affiliation options, which we refer to as [removed: AdvisorChoice.][added: AdvisorChoice®.]

AUA associated with firms in our RCS division totaled [removed: $133.3] [added: $180.7] billion as of September 30, [removed: 2023.][added: 2024.]

PCG segment net revenues for the fiscal year ended September 30, [removed: 2023] [added: 2024] are presented in the following graph.

Net Revenues — [removed: $8.65] [added: $9.46] billion

[removed: ][added: ]

Capital Markets segment net revenues for the fiscal year ended September 30, [removed: 2023] [added: 2024] are presented in the following graph.

Net Revenues — [removed: $1.21] [added: $1.47] billion

[removed: ][added: ]

- Merger & acquisition and advisory - We provide a comprehensive range of strategic and financial advisory [removed: assignments,] [added: services,] including with respect to mergers and acquisitions, divestitures and restructurings, across a number of industries throughout the U.S., Canada, and Europe.

- Fixed income - We earn revenues from institutional clients who purchase and sell both taxable and tax-exempt fixed income products, municipal, corporate, government agency and mortgage-backed bonds, and whole loans, as well as from our market-making activities in fixed income debt [removed: securities.][added: instruments.]

We carry inventories of debt [removed: securities] [added: instruments] to facilitate such transactions.

Fees are generally collected quarterly and are based on balances as of the beginning of the quarter (particularly in AMS) or the end of the [removed: quarter,] [added: quarter] or based on average daily balances throughout the quarter.

Our AUM and our Raymond James Investment Management AUM by objective as of September 30, [removed: 2023] [added: 2024] are presented in the following graphs.

[removed: ][added: ]

[removed: As of September 30, 2023, corporate] [added: Corporate] and [removed: tax-exempt] [added: tax exempt] loans held for investment represented [removed: approximately 35%] [added: 33%] of the Bank segment’s total [removed: assets,] [added: assets as of September 30, 2024,] and [removed: 69%] [added: 67%] of such loans were U.S. [removed: and] [added: or] Canadian syndicated loans.

Raymond James Bank’s liabilities primarily consist of cash deposits, including cash swept from the investment accounts of PCG clients through the RJBDP and deposits in our [removed: newly launched] Enhanced Savings Program (“ESP”), in which PCG clients may deposit cash in a FDIC-insured high-yield Raymond James [removed: bank] [added: Bank] account.

The following graph details the composition of our Bank segment’s total assets as of September 30, [removed: 2023.][added: 2024.]

Bank Segment Total Assets — [removed: $60.04] [added: $62.37] billion

[removed: ][added: ]

Our Other segment includes interest income on certain corporate cash balances, our private equity investments, which predominantly consist of investments in third-party funds, certain other corporate investing activity, and certain corporate overhead costs of RJF that are not allocated to other segments, including the interest costs on our public [removed: debt and any losses on extinguishment of such] debt, certain provisions for legal and regulatory matters, and certain acquisition-related expenses.

As of September 30, [removed: 2023,] [added: 2024,] we had approximately [removed: 18,000] [added: 19,000] associates (including [removed: 3,693] [added: 3,826] employee financial advisors) and [removed: 5,019] [added: 4,961] independent advisors.

This reflects an increase of approximately 1,000 associates compared to the prior year, primarily due to continued [removed: growth, as well as lower attrition,] [added: growth] across the firm.

Our pledge to clients, to our advisors, and to all [added: of] our associates is that:

To that end, we have built strong relationships with a variety of industry associations that represent [added: professionals from] diverse [removed: professionals,] [added: backgrounds and experiences,] as well as with [removed: diversity] [added: similar] groups at the colleges and universities where we recruit.

[removed: Those networks,] [added: In addition, we have various inclusion networks] which are open to all associates [added: and advisors] across the [removed: firm,] [added: firm and] are designed to promote and advance inclusion, understanding, and belonging for [removed: members and allies.][added: our associates.]

We conduct ongoing and robust succession planning for roles that are within two levels of our Executive Committee, and we strive to ensure we have a robust [removed: and inclusive] pool of candidates for such roles.

Additionally, the firm makes annual contributions to support the retirement goals of each associate through our employee stock ownership plan and our [removed: profit sharing] [added: profit-sharing] plan, in addition to a matching contribution program for the 401(k) retirement savings plan.

For certain [removed: employees] [added: associates] who meet compensation, production, or other criteria, we also offer various non-qualified deferred compensation plans that provide a return to the participant, as well as a retention tool to the firm.

We strive to [removed: ensure that our] [added: design] programs [removed: are designed to] [added: that] promote equitable rewards for all associates.

[removed: We have] [added: Our] enhanced [removed: our] compensation practices [removed: with the goal of achieving] [added: aim to achieve] pay equity at all [added: organizational] levels [removed: of the organization] for female and ethnically diverse associates.

[removed: Every] [added: Each] year, we conduct pay equity studies in the U.S., U.K., and [removed: Canada and make adjustments in situations if there is a pay equity gap.][added: Canada.]

To that end, [added: we offer] programs including healthcare insurance, health and flexible savings accounts, paid time off, family leave, flexible work arrangements, tuition assistance, counseling services, as well as on-site services at our corporate offices in St. Petersburg, Florida and Memphis, Tennessee, which include health clinics and a fitness center.

[removed: The] [added: Our] information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

As of September 30, 2024, SBL and residential mortgage loans held for investment represented approximately 41% of the Bank segment’s total assets.

SBL are primarily collateralized by the borrower’s marketable securities at advance rates consistent with industry standards and, to a lesser extent, the cash surrender value of life insurance policies issued by investment-grade insurance companies.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

Our inclusive recruiting approach is designed to attract a wide range of candidates for every role.

Through our annual performance review process, associates have the opportunity to define performance goals which are reviewed during mid-year and end-of-year touch points.

Mentorship opportunities are made available to associates who seek additional guidance through the firm’s mentorship initiatives.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

For the year ended September 30, 2024, our domestic financial advisor retention remained very strong.

If we identify any gaps, we take remediation steps as part of our compensation strategy.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

Following the most recent U.S. federal elections, there is an increased likelihood of changes to the regulatory environment and uncertainties about the timing and breadth of changes to various provisions of the Tax Cut and Jobs Act (“TCJA”) which will expire in 2025 if not extended.

See “Item 1A - Risk Factors” of this Form 10-K for additional discussion of the risks related to our regulatory environment.

To the extent that the

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

In certain instances related to an undercapitalized depository institution subsidiary, the BHC would be required to guarantee the

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

A federal district court has enjoined the federal banking regulators from enforcing the final rule and extended the implementation date of the final rule while the injunction remains in place.

We are monitoring the legal activity while continuing to evaluate the impact this rule could have on our business.

If the rule becomes effective as promulgated, compliance with the final rule may lead to increased compliance costs.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

securities, capital structure, record-keeping, privacy requirements, and the conduct of directors, officers and employees.

In April 2024, the Department of Labor (“DOL”) issued a final rule significantly expanding the definition of “investment advice fiduciary” under the Employee Retirement Income Security Act of 1974, as amended.

In related rulemakings, the DOL also finalized amendments to several class prohibited transaction exemptions (“PTE”), which exempt certain compensation arrangements that would otherwise be prohibited.

In July 2024, two federal district courts separately issued nationwide stays of the effective date of the final rule and PTE amendments pending consideration of the merits.

We are monitoring the legal

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

activity while continuing to evaluate the impact these new rules could have on our business.

If the rules become effective as promulgated, we expect compliance will require us to alter certain of our business practices and impose additional costs.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

In May 2024, the SEC adopted amendments to Regulation S-P, which includes a requirement for broker-dealers, investment companies, RIAs, and transfer agents to adopt written policies and procedures for an incident response program with respect to unauthorized access to or use of customer information.

The final amendments require these entities to notify individuals whose sensitive customer information was accessed or used without authorization no later than 30 days after becoming aware that the information has been compromised.

These amendments become effective on December 21, 2025 and are not expected to have a significant impact on our business.

Certain U.S. states have recently enacted privacy and data protection regulation related to the development and deployment of artificial intelligence (“AI”).

These laws intersect with existing privacy laws and present challenges for firms using AI-related technologies, particularly in cases where personal information is processed requiring notice disclosure and, in certain cases, consent for use of AI.

Through our diversity, equity, and inclusion strategy, we seek to attract a diverse, qualified group of candidates for each role we seek to fill.

We conduct a formal annual goal setting and performance review process for each employee, which includes touch points throughout the year.

In addition, we provide various structured mentoring programs which are available to associates throughout the firm in addition to certain mentoring programs that are provided in connection with our firmwide inclusion networks.

Importantly, for the year ended September 30, 2023, our domestic financial advisor regrettable attrition rate was approximately 1% and our voluntary attrition across all our domestic associates was relatively low and significantly improved over the prior year level.

Recent events impacting the financial services industry, including the failure of certain banks during our fiscal year 2023, have resulted in and may continue to result in changes to regulations applicable to bank holding companies.

These changes in, as well as any further expansion of, business regulations could result in increased compliance costs.

protect our creditors or shareholders.

The capital amounts and classification for RJF, Raymond James Bank, and TriState Capital Bank

We expect the impact of the special assessment, which is based on a depository institution’s estimated uninsured deposits, including affiliate deposits, as of December 31, 2022, to be approximately $9 million, the majority of which relates to TriState Capital Bank’s uninsured bank deposits.

could also require a depository institution to raise capital.

We are evaluating the impact of the new rule which generally becomes effective on January 1, 2026, with its additional data collection and reporting requirements effective January 1, 2027.

These amendments may potentially lead to increased costs related to compliance.

Pursuant to the Dodd-Frank Act, the SEC was charged with considering whether broker-dealers should be subject to a standard of care similar to the fiduciary standard applicable to RIAs.

In 2022, the Department of Labor (“DOL”) promulgated a new exemption that enables investment advice fiduciaries to receive transaction-based compensation and engage in certain otherwise prohibited transactions, subject to compliance with the exemption’s requirements.

In 2023, the DOL indicated that it plans to amend the definition of “fiduciary” in connection with

investment advice regarding employee benefit plans and IRAs.

Imposing a new fiduciary standard could result in increased costs and other impacts to our business.

The E.U. as well as various countries have also adopted

The law includes staggered implementation dates (running from September 2022 through September 2024) for various provisions.

As of September 30, 2023, the firm has implemented key components of Bill C-64 through its privacy program framework.

In addition, technology advances in the areas of artificial intelligence, mobile applications, and remote connectivity solutions have increased the collection and processing of personal information as well as the risks associated with unauthorized disclosure and access to personal information.

Alternative reference rate transition

The FCA, which regulated the widely-referenced benchmark London Interbank Offered Rate (“LIBOR”), ceased publication of the most commonly used U.S. dollar (“USD”) LIBOR tenors (“USD LIBOR”) on June 30, 2023.

On September 30, 2022, the Adjustable Interest (LIBOR) Rate Act (“LIBOR Act”) was enacted into U.S. federal law to provide a statutory framework to replace LIBOR with a benchmark rate based on the secured overnight financing rate (“SOFR”) in contracts that do not have fallback provisions or that have fallback provisions resulting in a replacement rate based on LIBOR.

As of September 30, 2023, we no longer offer new contracts referencing LIBOR and legacy contracts indexed to USD LIBOR have transitioned to SOFR-based or other alternative reference rates in accordance with existing fallback provisions or the LIBOR Act.

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| George Catanese | | | 64 | | | Chief Risk Officer since February 2006 | | |

| Jeffrey A. Dowdle | | | 59 | | | Chief Operating Officer since October 2019 and President - Asset Management Group since May 2016; Chief Administrative Officer, August 2018 - October 2019 | | |

| Thomas A. James | | | 81 | | | Chair Emeritus since February 2017 | | |

| Jodi L. Perry (1) | | | 52 | | | President - Independent Contractor Division - Raymond James Financial Services, Inc. since June 2018 | | |

(1)Effective January 1, 2024, Ms. Perry’s term as executive officer will end when she becomes the firm’s national head of advisor recruiting.

Ms. Reid will succeed Ms. Perry as the President of the Independent Contractor Division of Raymond James Financial Services, Inc. and will join the firm’s Executive Committee effective January 1, 2024.

RJF and certain of its subsidiaries are subject to regular reviews and inspections by regulatory authorities and [removed: self-regulatory organizations.][added: SROs.]

In addition, regulatory agencies and SROs institute investigations from time to [removed: time, among other things,] [added: time] into industry practices, [added: among other things,] which can also result in the imposition of such sanctions.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

For the fiscal year ended September 30, [removed: 2023][added: 2024]

| [added: Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | |] Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | [added: Emerging growth company | | | ☐ | | |]

As of March 31, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold was [removed: $17,870,737,940.][added: $26,561,575,664.]

The number of shares outstanding of the registrant’s common stock as of November [removed: 17, 2023] [added: 22, 2024] was [removed: 208,606,759.][added: 204,044,836.]

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the [added: 2025] Annual Meeting of Shareholders [removed: to be held February 22, 2024] are incorporated by reference into Part III.

| Item 1. | | | | | | Business | | | [removed: [3](#i344a1a14bda742dcaca6ee5b5da3defc_13)] [added: [3](#if501fdb80ab242bab436cc5c5f81b838_13)] | | |

| Item 1A. | | | | | | Risk factors | | | [removed: [20](#i344a1a14bda742dcaca6ee5b5da3defc_55)] [added: [20](#if501fdb80ab242bab436cc5c5f81b838_55)] | | |

| Item 1B. | | | | | | Unresolved staff comments | | | [removed: [35](#i344a1a14bda742dcaca6ee5b5da3defc_163)] [added: [35](#if501fdb80ab242bab436cc5c5f81b838_160)] | | |

| Item 3. | | | | | | Legal proceedings | | | [removed: [36](#i344a1a14bda742dcaca6ee5b5da3defc_169)] [added: [38](#if501fdb80ab242bab436cc5c5f81b838_166)] | | |

| Item 4. | | | | | | Mine safety disclosures | | | [removed: [36](#i344a1a14bda742dcaca6ee5b5da3defc_175)] [added: [39](#if501fdb80ab242bab436cc5c5f81b838_172)] | | |

| Item 5. | | | | | | Market for registrant’s common equity, related shareholder matters and issuer purchases of equity securities | | | [removed: [36](#i344a1a14bda742dcaca6ee5b5da3defc_181)] [added: [39](#if501fdb80ab242bab436cc5c5f81b838_178)] | | |

| Item 7. | | | | | | Management’s discussion and analysis of financial condition and results of operations | | | [removed: [38](#i344a1a14bda742dcaca6ee5b5da3defc_187)] [added: [41](#if501fdb80ab242bab436cc5c5f81b838_184)] | | |

| Item 7A. | | | | | | Quantitative and qualitative disclosures about market risk | | | [removed: [79](#i344a1a14bda742dcaca6ee5b5da3defc_307)] [added: [85](#if501fdb80ab242bab436cc5c5f81b838_307)] | | |

| Item 8. | | | | | | Financial statements and supplementary data | | | [removed: [80](#i344a1a14bda742dcaca6ee5b5da3defc_310)] [added: [86](#if501fdb80ab242bab436cc5c5f81b838_310)] | | |

| Item 9. | | | | | | Changes in and disagreements with accountants on accounting and financial disclosure | | | [removed: [164](#i344a1a14bda742dcaca6ee5b5da3defc_466)] [added: [171](#if501fdb80ab242bab436cc5c5f81b838_445)] | | |

| Item 9A. | | | | | | Controls and procedures | | | [removed: [164](#i344a1a14bda742dcaca6ee5b5da3defc_469)] [added: [171](#if501fdb80ab242bab436cc5c5f81b838_448)] | | |

| Item 9B. | | | | | | Other information | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_475)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_454)] | | |

| Item 9C. | | | | | | Disclosure regarding foreign jurisdictions that prevent inspections | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_478)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_457)] | | |

| Item 10. | | | | | | Directors, executive officers and corporate governance | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_484)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_463)] | | |

| Item 11. | | | | | | Executive compensation | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_466)] | | |

| Item 12. | | | | | | Security ownership of certain beneficial owners and management and related shareholder matters | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_466)] | | |

| Item 13. | | | | | | Certain relationships and related transactions, and director independence | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_466)] | | |

| Item 14. | | | | | | Principal accountant fees and services | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_466)] | | |

| Item 15. | | | | | | Exhibits and financial statement schedules | | | [removed: [166](#i344a1a14bda742dcaca6ee5b5da3defc_493)] [added: [173](#if501fdb80ab242bab436cc5c5f81b838_472)] | | |

| Item 16. | | | | | | Form 10-K summary | | | [removed: [168](#i344a1a14bda742dcaca6ee5b5da3defc_496)] [added: [175](#if501fdb80ab242bab436cc5c5f81b838_475)] | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C. | | | | | | Cybersecurity | | | [36](#if501fdb80ab242bab436cc5c5f81b838_2199023259621) | | |

| Item 2. | | | | | | Properties | | | [38](#if501fdb80ab242bab436cc5c5f81b838_163) | | |

| Item 6. | | | | | | Reserved | | | [40](#if501fdb80ab242bab436cc5c5f81b838_181) | | |

| | | | | | | Signatures | | | [176](#if501fdb80ab242bab436cc5c5f81b838_478) | | |

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| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | |

| | | | | | | Emerging growth company | | | ☐ | | |

| Item 2. | | | | | | Properties | | | [35](#i344a1a14bda742dcaca6ee5b5da3defc_166) | | |

| Item 6. | | | | | | Reserved | | | [37](#i344a1a14bda742dcaca6ee5b5da3defc_184) | | |

| | | | | | | Signatures | | | [169](#i344a1a14bda742dcaca6ee5b5da3defc_499) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

Overview

Cybersecurity risk is a key operational risk facing the firm, and measures to address such risk are an important component of the firm’s overall Enterprise Risk Management (“ERM”) program.

As part of our ERM program, we have implemented and maintain a program to identify, assess, and manage risks arising from cybersecurity threats (“Cybersecurity Program”).

Our Cybersecurity Program seeks to mitigate cybersecurity risk and associated legal, financial, reputational, regulatory and/or operational risks by protecting our clients, associates, and services through a comprehensive, cross-functional approach.

Specifically, our Cybersecurity Program is focused on preserving the confidentiality, integrity, and availability of information, enabling the secure and uninterrupted delivery of financial services, and protecting the firm and the safe operation of our technology systems.

Further, we consider cybersecurity risks in our business strategy decisions, including in our business continuity planning and in connection with our acquisition activity.

We seek to continually adjust our Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory requirements.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk management” section of this Form 10-K for additional information on our approach to risk management, including our governance framework.

Refer to “Item 1A - Risk Factors” of this Form 10-K for additional information on our cybersecurity risks.

Cybersecurity risk management process

Our Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to our network, infrastructure, computing environment, and to third parties.

We periodically assess the design of our cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework for Improving Critical Infrastructure Cybersecurity, as well as global cybersecurity regulations, and we seek to implement improvements to our controls in response to that assessment.

Our Cybersecurity Program also includes cybersecurity and information security policies, procedures, and technologies that are designed to address regulatory requirements and protect our clients’, associates’, and firm data against unauthorized disclosure, modification, and misuse.

These policies, procedures, and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, recovery planning, and providing appropriate public disclosure of cybersecurity risks and incidents when required.

In addition, we maintain a global training program for our associates about cybersecurity risks and requirements and conduct regular phishing email simulations in order to test our associates’ understanding of these risks.

Our cybersecurity strategy takes a defense-in-depth approach, with layered controls consisting of both commercially available and proprietary technologies that are intended to prevent an adversary from conducting a successful attack.

Included in that approach is our Cyber Threat Center which is a critical component of our Cybersecurity Program and operates internally with the purpose of monitoring, detecting, and responding to cyber threats that could jeopardize the integrity, confidentiality, or availability of information systems.

Our Cyber Threat Center operates 24 hours per day, 7 days per week, continuously monitoring our systems for signs of tampering or unauthorized activity, utilizes an incident response playbook which is based on NIST industry best practices, and includes containment and recovery procedures.

Furthermore, we maintain cybersecurity insurance coverage which provides certain limited protection.

In conjunction with third-party vendors and consultants, we perform a variety of periodic risk assessment initiatives to gauge the performance of the Cybersecurity Program, to estimate our risk profile, and to assess compliance with relevant regulatory requirements.

We perform periodic assessments of control efficacy through our internal risk and control self-assessment process, a variety of cyber event simulation exercises focused on the effectiveness of our incident response and crisis management procedures, and external technical assessments, including external penetration tests and “red team” engagements where third parties test our defenses.

The results of these risk assessments, together with control performance findings, are used to establish priorities, allocate resources, and identify and improve controls.

In addition, our processes are designed to help identify, oversee, and mitigate cybersecurity risks associated with our use of third-party vendors.

We have a supplier risk management process that includes evaluation of, and response to, cybersecurity risks at our third-party vendors, and this process covers vendor selection, onboarding, performance monitoring, and risk management.

Our supplier risk management program includes policies and standards requiring that we perform cybersecurity due diligence reviews on our vendors based on the inherent risk profile of a particular supplier or service provider.

We also monitor certain of our principal suppliers and service providers on an ongoing basis by conducting additional periodic reviews.

Additionally, we execute agreements with our third-party vendors, independent contractor financial advisors, and firms

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

affiliated with us through our RCS division under which these parties contractually agree to implement certain safeguards designed to protect firm data and mitigate cybersecurity risks.

We also maintain business continuity plans that include identification of critical functions, third-party suppliers, and personnel.

Our information technology department executes several disaster recovery exercises per year in order to test our capabilities and ensure that business recovery needs could be met during a real-world event.

Additionally, our information technology department participates in annual crisis management exercises to test our operational responses and assess our preparedness for various scenarios, including cyber incidents.

We also participate annually in industry-wide and internal exercises to test our response capabilities.

While we and our third-party vendors have experienced cybersecurity incidents, as well as adverse impacts from such incidents, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the firm, including our business strategy, results of operations, or financial condition.

However, due to the evolving threat environment, we expect to continue to experience cybersecurity incidents resulting in adverse impacts with increased frequency and severity, and there can be no assurance that future cybersecurity incidents, including incidents experienced by our third-party vendors, will not have a material adverse impact on the firm, including its business strategy, results of operations, financial condition, and/or reputation.

See Item 1A - Risk Factors of this Form 10-K for additional information on our cybersecurity risks.

Governance

The Board of Directors has designated its Risk Committee to assist it in overseeing management’s responsibility to implement an effective risk management framework designed to identify, assess, and manage key risks, including cybersecurity risk.

- We occupy leased space in major metropolitan areas throughout the U.S. which is used to provide services across our various businesses or in certain cases to provide corporate services outside of our principal location in St. Petersburg, Florida, including approximately 250,000 square feet in Memphis, 185,000 square feet in New York City, 90,000 square feet in Pittsburgh, [removed: 70,000] [added: 60,000] square feet in Chicago, 60,000 square feet in Houston, and 50,000 square feet in Boston;

We regularly monitor the facilities we own or occupy to ensure that they suit our [removed: needs, particularly as we expand our in-office, hybrid, and remote work options.][added: needs.]

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Our common stock is traded on the NYSE under the symbol “RJF.” As of November [removed: 17, 2023,] [added: 22, 2024,] we had [removed: 343] [added: 330] holders of record of our common stock.

We did not have any sales of unregistered securities for the fiscal years ended September 30, [added: 2024,] 2023, [removed: 2022] or [removed: 2021.][added: 2022.]

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

The following table presents information on our purchases of our own stock, on a monthly basis, for the year ended September 30, [removed: 2023.][added: 2024.]

In [removed: December 2022,] [added: November 2023,] the Board of Directors authorized repurchase of our common stock in an aggregate amount of up to $1.5 billion, which replaced the previous authorization.

For [removed: more] [added: additional] information on this trust fund, see Notes 2 and 10 of the Notes to Consolidated Financial Statements of this Form 10-K.

| October 1, 2023 – October 31, 2023 | | | 2,602 | | | | | | $ | 100.13 | | | | | — | | | | | | $750 | | |

| November 1, 2023 – November 30, 2023 | | | 516,466 | | | | | | $ | 99.63 | | | | | 439,678 | | | | | | $1,500 | | |

| December 1, 2023 – December 31, 2023 | | | 970,735 | | | | | | $ | 110.03 | | | | | 968,566 | | | | | | $1,393 | | |

| First quarter | | | 1,489,803 | | | | | | $ | 106.40 | | | | | 1,408,244 | | | | | | | | |

| January 1, 2024 – January 31, 2024 | | | 31,211 | | | | | | $ | 110.95 | | | | | — | | | | | | $1,393 | | |

| February 1, 2024 – February 29, 2024 | | | 344,673 | | | | | | $ | 118.60 | | | | | 336,110 | | | | | | $1,354 | | |

| March 1, 2024 – March 31, 2024 | | | 1,361,324 | | | | | | $ | 122.78 | | | | | 1,358,927 | | | | | | $1,187 | | |

| Second quarter | | | 1,737,208 | | | | | | $ | 121.74 | | | | | 1,695,037 | | | | | | | | |

| April 1, 2024 – April 30, 2024 | | | 335,810 | | | | | | $ | 128.84 | | | | | 335,519 | | | | | | $1,143 | | |

| May 1, 2024 – May 31, 2024 | | | 296 | | | | | | $ | 123.32 | | | | | — | | | | | | $1,143 | | |

| June 1, 2024 – June 30, 2024 | | | 1,658,877 | | | | | | $ | 120.59 | | | | | 1,658,508 | | | | | | $944 | | |

| Third quarter | | | 1,994,983 | | | | | | $ | 121.98 | | | | | 1,994,027 | | | | | | | | |

| July 1, 2024 – July 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $944 | | |

| August 1, 2024 – August 31, 2024 | | | 1,087,273 | | | | | | $ | 109.14 | | | | | 1,084,820 | | | | | | $826 | | |

| September 1, 2024 – September 30, 2024 | | | 1,513,736 | | | | | | $ | 119.85 | | | | | 1,512,827 | | | | | | $644 | | |

| Fourth quarter | | | 2,601,009 | | | | | | $ | 115.39 | | | | | 2,597,647 | | | | | | | | |

| Fiscal year total | | | 7,823,003 | | | | | | $ | 116.77 | | | | | 7,694,955 | | | | | | | | |

For additional information about our share repurchase activities, see Note 20 of the Notes to Consolidated Financial Statements of this Form 10-K.

| October 1, 2022 – October 31, 2022 | | | 358,103 | | | | | | $ | 105.94 | | | | | 354,313 | | | | | | $800 | | |

| November 1, 2022 – November 30, 2022 | | | 78,798 | | | | | | $ | 120.60 | | | | | — | | | | | | $800 | | |

| December 1, 2022 – December 31, 2022 | | | 937,747 | | | | | | $ | 106.64 | | | | | 937,737 | | | | | | $1,400 | | |

| First quarter | | | 1,374,648 | | | | | | $ | 107.26 | | | | | 1,292,050 | | | | | | | | |

| January 1, 2023 – January 31, 2023 | | | 53,430 | | | | | | $ | 114.90 | | | | | — | | | | | | $1,400 | | |

| February 1, 2023 – February 28, 2023 | | | 13,586 | | | | | | $ | 113.49 | | | | | — | | | | | | $1,400 | | |

| March 1, 2023 – March 31, 2023 | | | 3,745,485 | | | | | | $ | 93.45 | | | | | 3,745,388 | | | | | | $1,050 | | |

| Second quarter | | | 3,812,501 | | | | | | $ | 93.82 | | | | | 3,745,388 | | | | | | | | |

| April 1, 2023 – April 30, 2023 | | | 111,500 | | | | | | $ | 89.67 | | | | | 111,500 | | | | | | $1,040 | | |

| May 1, 2023 – May 31, 2023 | | | 2,069,035 | | | | | | $ | 87.79 | | | | | 2,069,035 | | | | | | $858 | | |

| June 1, 2023 – June 30, 2023 | | | 1,135,079 | | | | | | $ | 95.55 | | | | | 1,133,895 | | | | | | $750 | | |

| Third quarter | | | 3,315,614 | | | | | | $ | 90.51 | | | | | 3,314,430 | | | | | | | | |

| July 1, 2023 – July 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $750 | | |

| August 1, 2023 – August 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $750 | | |

| September 1, 2023 – September 30, 2023 | | | 928 | | | | | | $ | 90.15 | | | | | — | | | | | | $750 | | |

| Fourth quarter | | | 928 | | | | | | $ | 90.15 | | | | | — | | | | | | | | |

| Fiscal year total | | | 8,503,691 | | | | | | $ | 95.43 | | | | | 8,351,868 | | | | | | | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 185) | | | [removed: [81](#i344a1a14bda742dcaca6ee5b5da3defc_313)] [added: [87](#if501fdb80ab242bab436cc5c5f81b838_313)] | | |

| Consolidated Statements of Financial Condition | | | [removed: [84](#i344a1a14bda742dcaca6ee5b5da3defc_316)] [added: [90](#if501fdb80ab242bab436cc5c5f81b838_316)] | | |

| Consolidated Statements of Income and Comprehensive Income | | | [removed: [85](#i344a1a14bda742dcaca6ee5b5da3defc_319)] [added: [91](#if501fdb80ab242bab436cc5c5f81b838_319)] | | |

| Consolidated Statements of Changes in Shareholders’ Equity | | | [removed: [86](#i344a1a14bda742dcaca6ee5b5da3defc_322)] [added: [92](#if501fdb80ab242bab436cc5c5f81b838_322)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [87](#i344a1a14bda742dcaca6ee5b5da3defc_325)] [added: [93](#if501fdb80ab242bab436cc5c5f81b838_325)] | | |

| Note 1 - Organization and basis of presentation | | | [removed: [89](#i344a1a14bda742dcaca6ee5b5da3defc_331)] [added: [95](#if501fdb80ab242bab436cc5c5f81b838_331)] | | |

| Note 2 - Summary of significant accounting policies | | | [removed: [89](#i344a1a14bda742dcaca6ee5b5da3defc_334)] [added: [95](#if501fdb80ab242bab436cc5c5f81b838_334)] | | |

| Note 3 - Acquisitions | | | [removed: [109](#i344a1a14bda742dcaca6ee5b5da3defc_343)] [added: [114](#if501fdb80ab242bab436cc5c5f81b838_343)] | | |

| Note 5 - Available-for-sale securities | | | [removed: [118](#i344a1a14bda742dcaca6ee5b5da3defc_364)] [added: [124](#if501fdb80ab242bab436cc5c5f81b838_352)] | | |

| Note 6 - Derivative assets and derivative liabilities | | | [removed: [121](#i344a1a14bda742dcaca6ee5b5da3defc_367)] [added: [127](#if501fdb80ab242bab436cc5c5f81b838_355)] | | |

| Note 7 - Collateralized agreements and financings | | | [removed: [123](#i344a1a14bda742dcaca6ee5b5da3defc_373)] [added: [129](#if501fdb80ab242bab436cc5c5f81b838_361)] | | |

| Note 8 - Bank loans, net | | | [removed: [125](#i344a1a14bda742dcaca6ee5b5da3defc_376)] [added: [130](#if501fdb80ab242bab436cc5c5f81b838_364)] | | |

| Note 9 - Loans to financial advisors, net | | | [removed: [132](#i344a1a14bda742dcaca6ee5b5da3defc_379)] [added: [138](#if501fdb80ab242bab436cc5c5f81b838_367)] | | |

| Note 10 - Variable interest entities | | | [removed: [132](#i344a1a14bda742dcaca6ee5b5da3defc_382)] [added: [138](#if501fdb80ab242bab436cc5c5f81b838_370)] | | |

| [removed: Note 11 -] Goodwill and identifiable intangible assets, net | | | [removed: [133](#i344a1a14bda742dcaca6ee5b5da3defc_385)] | | | [added: 68 | | | | | | 32 | | |]

| Note 13 - Property and equipment, net | | | [removed: [135](#i344a1a14bda742dcaca6ee5b5da3defc_391)] [added: [142](#if501fdb80ab242bab436cc5c5f81b838_379)] | | |

| [removed: Note 17 -] Senior notes payable | | | [removed: [139](#i344a1a14bda742dcaca6ee5b5da3defc_412)] | | | [added: 92 | | | | | | 92 | | | | | | 93 | | |]

| Note 19 - Commitments, contingencies and guarantees | | | [removed: [144](#i344a1a14bda742dcaca6ee5b5da3defc_421)] [added: [151](#if501fdb80ab242bab436cc5c5f81b838_403)] | | |

| Note 22 - Interest income and interest expense | | | [removed: [152](#i344a1a14bda742dcaca6ee5b5da3defc_445)] [added: [159](#if501fdb80ab242bab436cc5c5f81b838_427)] | | |

| Note 23 - Share-based and other compensation | | | [removed: [152](#i344a1a14bda742dcaca6ee5b5da3defc_448)] [added: [159](#if501fdb80ab242bab436cc5c5f81b838_430)] | | |

| Note 24 - Regulatory capital requirements | | | [removed: [155](#i344a1a14bda742dcaca6ee5b5da3defc_451)] [added: [162](#if501fdb80ab242bab436cc5c5f81b838_2748779073638)] | | |

| Note 25 - Earnings per share | | | [removed: [157](#i344a1a14bda742dcaca6ee5b5da3defc_454)] [added: [164](#if501fdb80ab242bab436cc5c5f81b838_436)] | | |

| Note 27 - Condensed financial information (parent company only) | | | [removed: [160](#i344a1a14bda742dcaca6ee5b5da3defc_463)] [added: [167](#if501fdb80ab242bab436cc5c5f81b838_442)] | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

We have audited the accompanying consolidated statements of financial condition of Raymond James Financial, Inc. and subsidiaries (the Company) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income and comprehensive income, [added: changes in] shareholders’ equity, and cash flows for each of the years in the three year period ended September 30, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three year period ended September 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November [removed: 21, 2023] [added: 26, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We are a public accounting firm registered with the [removed: PCAOB] [added: Public Company Accounting Oversight Board (United States) (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

*Assessment of the allowance for credit losses related to the commercial and industrial [removed: (C&I), real estate investment trust (REIT)] [added: (C&I)] and the commercial real estate (CRE) portfolio segments that are collectively evaluated for impairment*

As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company’s allowance for credit losses on loans was [removed: $474] [added: $457] million as of September 30, [removed: 2023,] [added: 2024,] a portion of which related to the Raymond James Bank allowance for credit losses (ACL) on [removed: C&I, REIT] [added: C&I] and CRE portfolio segments evaluated on a collective basis (the collective ACL).

The Company estimates the collective ACL using a current expected credit losses methodology which is based on relevant information about historical losses, current conditions, and reasonable and supportable forecasts of economic conditions [removed: that affect the collectability of loan balances.]

The collective ACL is a product of multiplying the Company’s estimates of [added: probability of default (PD), loss given default (LGD) and exposure at default.]

After the reasonable and supportable forecast periods, for [added: the] C&I [removed: and REIT] portfolio [removed: segments,] [added: segment,] the Company reverts to historical loss information over a one-year period using a straight-line reversion approach.

We identified the assessment of the September 30, [removed: 2023] [added: 2024] collective ACL on Raymond James Bank loans related to the [removed: C&I, REIT] [added: C&I] and CRE portfolio segments as a critical audit matter.

Specifically, the assessment encompassed the evaluation of the September 30, [removed: 2023] [added: 2024] collective ACL methodology, including the methods and models used to estimate the PDs and LGDs and their significant assumptions.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the September 30, [removed: 2023] [added: 2024] collective ACL estimate on Raymond James Bank loans related to the [removed: C&I, REIT] [added: C&I] and CRE portfolio segments, including controls over the:

- development of the collective ACL methodology on Bank loans related to the [removed: C&I, REIT] [added: C&I] and CRE portfolio segments

- analysis of the collective ACL on Bank loans related to the [removed: C&I, REIT] [added: C&I] and CRE portfolio segments results, trends, and ratios.

We evaluated the Company’s process to develop the September 30, [removed: 2023] [added: 2024] collective ACL estimate on Bank loans related to the [removed: C&I, REIT] [added: C&I] and CRE portfolio segments by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions.

- evaluating the relevance of third-party historical information [added: used] by comparing to specific portfolio segment risk characteristics

| Note 4 - Fair value | | | [119](#if501fdb80ab242bab436cc5c5f81b838_349) | | |

| Note 12 - Other assets | | | [141](#if501fdb80ab242bab436cc5c5f81b838_376) | | |

| Note 14 - Leases | | | [142](#if501fdb80ab242bab436cc5c5f81b838_382) | | |

| Note 15 - Bank deposits | | | [143](#if501fdb80ab242bab436cc5c5f81b838_385) | | |

| Note 16 - Other borrowings | | | [145](#if501fdb80ab242bab436cc5c5f81b838_388) | | |

| Note 18 - Income taxes | | | [147](#if501fdb80ab242bab436cc5c5f81b838_400) | | |

| Note 20 - Shareholders’ equity | | | [153](#if501fdb80ab242bab436cc5c5f81b838_406) | | |

| Note 21 - Revenues | | | [156](#if501fdb80ab242bab436cc5c5f81b838_424) | | |

| Note 26 - Segment information | | | [165](#if501fdb80ab242bab436cc5c5f81b838_439) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

that affect the collectability of loan balances.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| *$ in millions, except per share amounts* | | | | | | 2024 | | | | | | 2023 | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| Share issuances | | | | | | — | | | | | | — | | | | | | — | | |

| Other net changes in noncontrolling interests | | | | | | 21 | | | | | | — | | | | | | (83) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| Renewable energy tax credit equity investments | | | | | | (42) | | | | | | (69) | | | | | | — | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

September 30, 2024

In March 2022, the Financial Accounting Standards Board (“FASB”) issued new guidance related to troubled debt restructurings (“TDRs”) and disclosures regarding write-offs of financing receivables (ASU 2022-02), amending guidance related to the measurement of credit losses on financial instruments (ASU 2016-13).

The update eliminates the requirement to use a discounted cash flow approach to measure the allowance for credit losses for TDRs and instead allows for the use of a current expected credit loss (“CECL”) approach for all loans.

Under a CECL approach, the impact of loan modifications and the subsequent performance of modified loans, including defaults, is reflected in the historical loss data used to calculate expected lifetime credit losses.

In addition, the update requires new disclosures about modifications granted to borrowers experiencing financial difficulty in the form of principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, or a combination of these modifications.

The update also requires new disclosures for the financial effects of these modifications and for loan performance in the twelve months following the modification, and also requires disclosure of current period gross charge-offs by year of origination.

We adopted this guidance on a prospective basis as of October 1, 2023, which did not have a material impact on our financial position or results of operations.

Refer to Note 8 for additional disclosures required by this guidance.

The Asset Management segment receives a higher portion of the revenues related to accounts invested in managed programs, as compared to the portion received for non-managed programs, as it is performing portfolio management services in addition to administrative services.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Notes to Consolidated Financial Statements* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

of the insurance policy or annuity contract.

The fees we earn are generally based on the amount of the transaction (e.g., the amount financed), as well as our role in the transaction.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Notes to Consolidated Financial Statements* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

We segregate cash for regulatory and other purposes predominantly related to client activity.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Notes to Consolidated Financial Statements* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

For debt securities, our definition of actively traded is based on security type, considering liquidity and price transparency.

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Notes to Consolidated Financial Statements* | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

to derive the fair value of the instruments.

| Note 4 - Fair value | | | [113](#i344a1a14bda742dcaca6ee5b5da3defc_361) | | |

| Note 12 - Other assets | | | [135](#i344a1a14bda742dcaca6ee5b5da3defc_388) | | |

| Note 14 - Leases | | | [136](#i344a1a14bda742dcaca6ee5b5da3defc_394) | | |

| Note 15 - Bank deposits | | | [137](#i344a1a14bda742dcaca6ee5b5da3defc_397) | | |

| Note 16 - Other borrowings | | | [138](#i344a1a14bda742dcaca6ee5b5da3defc_400) | | |

| Note 18 - Income taxes | | | [140](#i344a1a14bda742dcaca6ee5b5da3defc_418) | | |

| Note 20 - Shareholders’ equity | | | [146](#i344a1a14bda742dcaca6ee5b5da3defc_424) | | |

| Note 21 - Revenues | | | [149](#i344a1a14bda742dcaca6ee5b5da3defc_442) | | |

| Note 26 - Segment information | | | [158](#i344a1a14bda742dcaca6ee5b5da3defc_460) | | |

probability of default (PD), loss given default (LGD) and exposure at default.

November 21, 2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Losses on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 98 | | |

| Issuance of shares for stock split | | | | | | — | | | | | | — | | | | | | 1 | | |

| Issuance of shares for stock split | | | | | | — | | | | | | — | | | | | | (1) | | |

| Cumulative adjustments for changes in accounting principles | | | | | | — | | | | | | — | | | | | | (35) | | |

| Other | | | | | | 10 | | | | | | 49 | | | | | | 66 | | |

| Purchase of Federal Reserve Bank stock | | | | | | (22) | | | | | | — | | | | | | — | | |

| Investment in solar tax credit equity investment | | | | | | (69) | | | | | | — | | | | | | — | | |

| Proceeds from senior notes issuances, net of debt issuance costs paid | | | | | | — | | | | | | — | | | | | | 737 | | |

In March 2023, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to accounting for investments in tax credit structures using the proportional amortization method (ASU 2023-02).

The amendment permits reporting entities to elect to account for their equity investments in tax credit structures using the proportional amortization method if certain conditions are met.

This amendment requires entities to make disclosures about all investments in a tax credit program for which they have elected to account for using the proportional amortization method, including those investments in an elected tax credit program that do not meet the conditions to apply the proportional amortization method.

We adopted this guidance on October 1, 2022 using a modified retrospective approach.

The impact on our financial statements upon adoption of this new standard was insignificant as our eligible investments upon adoption were not significant.

customer obtains control over the promised service.

We also facilitated matched book derivative transactions in which we entered into interest rate derivatives with clients.

For every matched book derivative we entered into with a client, we also entered into an offsetting derivative on terms that mirrored the client transaction with a credit support provider, which was a third-party financial institution.

Any collateral required to be exchanged under these matched book derivatives was administered directly between the client and the third-party financial institution.

Due to this pass-through transaction structure, we had completely mitigated the market and credit risk on these matched book derivatives.

As a result, matched book derivatives for which the fair value was in an asset position had an equal and offsetting derivative liability.

Fair value was determined using an internal pricing model which included inputs from independent pricing sources to project future cash flows related to each underlying derivative.

Since any changes in fair value were completely offset by a change in fair value of the offsetting derivative, there was no net impact on our Consolidated

Statements of Income and Comprehensive Income from changes in the fair value of these derivatives.

During the year ended September 30, 2023, we exited such matched book derivative agreements.

Loans structured as TDRs which are placed on nonaccrual status are considered nonperforming loans.

Income taxes

See “Recent accounting developments” of this Note 2 for a discussion of our adoption of FASB amended guidance related to accounting for investments in tax credit structures using the proportional amortization method (ASU 2023-02).

Our Consolidated Statements of Income and Comprehensive Income included combined net revenues attributable to Charles Stanley, TriState Capital, and SumRidge Partners of $862 million and $328 million for the years ended September 30, 2023 and 2022, respectively, and combined pre-tax income of $268 million and $38 million for the years ended September 30, 2023 and 2022, respectively.

Combined pre-tax income for the year ended September 30, 2022 included an initial provision for credit losses on loans and lending commitments acquired as part of the TriState Capital acquisition of $26 million (included in “Bank loan provision/(benefit) for credit losses”) and $5 million (included in “Other” expense), respectively.

There were no changes during the three months ended September 30, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

KPMG LLP, who audited and reported on our consolidated financial statements included in this report, has issued an attestation report on our internal control over financial reporting as of September 30, [removed: 2023] [added: 2024] (included as follows).

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

We have audited Raymond James Financial, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated November [removed: 21, 2023] [added: 26, 2024] expressed an unqualified opinion on those consolidated financial statements.

November 26, 2024

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

November 21, 2023

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, [removed: 2023.][added: 2024.]

The balance of the information required by Item 10 is incorporated herein by reference to the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders which will be filed with the SEC no later than 120 days after the close of the fiscal year ended September 30, [removed: 2023.][added: 2024.]

The information required by Items 11 (excluding the information required by Item 402(v) of Regulation S-K), 12, 13 and 14 is incorporated herein by reference to the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders which will be filed with the SEC no later than 120 days after the close of the fiscal year ended September 30, [removed: 2023.][added: 2024.]

| Exhibit Number | | | | | | [removed: Description] [added: Description] | | |

| [removed: 2.1] [added: 2] | | | | | | [Agreement and Plan of Merger, dated October 20, 2021, among Raymond James Financial, Inc., Macaroon One LLC, Macaroon Two LLC and TriState Capital Holdings, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/720005/000119312521308159/d219141dex21.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/720005/000119312521308159/d219141dex21.htm)] | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of Raymond James Financial, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm) [reflecting] [added: Inc. reflecting] amendments adopted by the Board of Directors [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm) [August 2](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[1](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[,] [added: on August 21, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000524000055/rjfbylaws08212024amended.htm)[4](https://www.sec.gov/Archives/edgar/data/720005/000072000524000055/rjfbylaws08212024amended.htm)[,] incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: August](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm) [25](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)] [added: August](https://www.sec.gov/Archives/edgar/data/720005/000072000524000055/rjfbylaws08212024amended.htm) [23, 2024](https://www.sec.gov/Archives/edgar/data/720005/000072000524000055/rjfbylaws08212024amended.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000055/rjfbylaws08212024amended.htm)] | | |

| 4.1 | | | | | | [Description of Capital [removed: Stock.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex412023093010k.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex412024093010k.htm)] | | |

| 4.2.1 | | | | | | [Indenture, dated as of August 10, 2009 for Senior Debt Securities, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/720005/000072000509000061/ex4_2.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/720005/000072000509000061/ex4_2.htm)] | | |

| 4.2.2 | | | | | | [Sixth Supplemental Indenture, dated as of July 12, 2016, for the 4.950% Senior Notes Due 2046, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/720005/000119312516646449/d204335dex42.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/720005/000119312516646449/d204335dex42.htm)] | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

| 4.2.3 | | | | | | [Sixth (Reopening) Supplemental Indenture, dated as of May 10, 2017, for the 4.950% Senior Notes due 2046, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/720005/000119312517165798/d394606dex41.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/720005/000119312517165798/d394606dex41.htm)] | | |

| 4.2.4 | | | | | | [Seventh Supplemental Indenture, dated as of March 31, 2020, for the 4.650% Senior Notes due 2030, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/720005/000114036120007553/nt10010330x4_ex4-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/720005/000114036120007553/nt10010330x4_ex4-2.htm)] | | |

| 4.2.5 | | | | | | [Eighth Supplemental Indenture, dated as of April 1, 2021, for the 3.750% Senior Notes due 2051, between Raymond James Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/720005/000119312521105155/d156146dex42.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/720005/000119312521105155/d156146dex42.htm)] | | |

| 4.5 | | | | | | [Form of Depositary Receipt—Series B (included as part of Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)[4](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)[).](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)] [added: 4.4).](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)] | | |

| [removed: 10.1] [added: 10.6] | | | | | | [removed: [Stock Purchase] [added: [Amended and Restated Credit] Agreement, dated [removed: January 11, 2012, between] [added: as of April 6, 2023, among] Raymond James Financial, [removed: Inc. and Regions Financial Corporation (excluding certain exhibits] [added: Inc., Raymond James & Associates, Inc., the Lenders party thereto] and [removed: schedules),] [added: Bank of America, N.A,] incorporated by reference to Exhibit [removed: 10.19] [added: 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: January] [added: April] 12, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/720005/000119312512010236/d281903dex1019.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000037/ex101rjamendedandrestate.htm)] | | |

| [removed: 10.2.1] [added: 10.1.1] | | | * | | | [Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan (as amended through February [removed: 2](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[),] [added: 23, 2023),] incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [Appendix B](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [to] [added: to Appendix B to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [Definitive] [added: Company’s Definitive] Proxy Statement for the Annual Meeting of Shareholders held February 23, [removed: 2023](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[,](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [filed] [added: 2023, filed] with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [January 11](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)] [added: on January 11, 2023.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)] | | |

| [removed: 10.2.2] [added: 10.1.2] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Employee Director under 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/720005/000072000512000056/ex10_25.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/720005/000072000512000056/ex10_25.htm)] | | |

| [removed: 10.2.3] [added: 10.1.3] | | | * | | | [Form of Stock Option Agreement under 2012 Stock Incentive Plan, as revised and approved on August 21, 2013, incorporated by reference to Exhibit 10.16.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10163_2013930x10k.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10163_2013930x10k.htm)] | | |

| [removed: 10.2.4] [added: 10.1.4] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Bonus Award (Employee/Independent Contractor) under 2012 Stock Incentive Plan, as revised and approved on August 21, 2013, incorporated by reference to Exhibit 10.16.4 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10164_2013930x10k.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10164_2013930x10k.htm)] | | |

| [removed: 10.2.5] [added: 10.1.5] | | | * | | | [Form of Stock Option Agreement under 2012 Stock Incentive Plan, as revised and approved on November 20, 2013, incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1023_20131231x10q.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1023_20131231x10q.htm)] | | |

| [removed: 10.2.6] [added: 10.1.6] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Bonus Award under 2012 Stock Incentive Plan, as revised and approved on November 20, 2013, incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1024_20131231x10q.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1024_20131231x10q.htm)] | | |

| [removed: 10.2.7] [added: 10.1.7] | | | | | | [Raymond James Financial, Inc. 2012 Stock Incentive Plan Sub-Plan for French Employees with Form of Restricted Stock Unit Agreement, adopted and approved on February 20, 2014, incorporated by reference to Exhibit 10.16.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000032/rjf-ex10169_20140331x10q.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/720005/000072000514000032/rjf-ex10169_20140331x10q.htm)] | | |

| [removed: 10.2.8] [added: 10.1.8] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Non-Bonus Award for Canadian Employees, first used for awards granted on November 29, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit102_formcanadianrsu.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit102_formcanadianrsu.htm)] | | |

| [removed: 10.2.9] [added: 10.1.9] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Non-Bonus Award, first used for awards granted on November 29, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit103_formrsunon-bonu.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit103_formrsunon-bonu.htm)] | | |

| [removed: 10.2.10] [added: 10.1.10] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (time-based vesting) for Canadian Employees, first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit102_formcanadianrsu.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit102_formcanadianrsu.htm)] | | |

| [removed: 10.2.11] [added: 10.1.11] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (time-based vesting), first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit103_formrsubonustim.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit103_formrsubonustim.htm)] | | |

| [removed: 10.2.12] [added: 10.1.12] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting) for Canadian Employees, first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit105_formcanadianrsu.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit105_formcanadianrsu.htm)] | | |

| [removed: 10.2.13] [added: 10.1.13] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting), first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit106_formrsubonusper.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit106_formrsubonusper.htm)] | | |

| [removed: 10.2.14] [added: 10.1.14] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting with rTSR) under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 8, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000010/ex1032021123110q.htm) | | |

| [removed: 10.2.15] [added: 10.1.15] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Special Retention Award (performance-based vesting with rTSR) for Mr. Paul C. Reilly under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 19, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000070/ex101formspecialretentionp.htm) | | |

| [removed: 10.2.16] [added: 10.1.16] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Special Retention Award (time-based vesting) for Mr. Paul C. Reilly under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 19, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000070/ex102formspecialretentionr.htm) | | |

| [removed: 10.3] [added: 10.2] | | | * | | | [Amended and Restated Raymond James Financial Long-Term Incentive Plan, effective August 22, 2018, incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission on November 21, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex109_ltipamendmentx2018xf.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex109_ltipamendmentx2018xf.htm)] | | |

| [removed: 10.4] [added: 10.3] | | | * | | | [Raymond James Financial, Inc. Amended and Restated Voluntary Deferred Compensation Plan, effective May 17, 2017, incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission on November 21, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex1012_amendedraymondxjame.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex1012_amendedraymondxjame.htm)] | | |

| [removed: 10.5] [added: 10.4] | | | * | | | [Amended and Restated Raymond James Financial, Inc. 2003 Employee Stock Purchase Plan, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders held February 28, 2019, filed with the Securities and Exchange Commission on January 17, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000004/rjf_proxystmtx9302018.htm#s3548bd77792e48a088048b5dd87cf3e1)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/720005/000072000519000004/rjf_proxystmtx9302018.htm#s3548bd77792e48a088048b5dd87cf3e1)] | | |

| [removed: 10.6] [added: 10.5] | | | * | | | [Amended and Restated Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 6, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000025/exhibit101_rjfdoindemnific.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/720005/000072000519000025/exhibit101_rjfdoindemnific.htm)] | | |

| 21 | | | | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex212023093010k.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex212024093010k.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex232023093010k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex232024093010k.htm)] | | |

| 31.1 | | | | | | [Certification of Paul C. Reilly pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex3112023093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3112024093010k.htm)] | | |

| 31.2 | | | | | | [Certification [removed: of Paul M. Shoukry pursuant] [added: of](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm) [Jonathan](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm) [](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm)[W](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm) [Oorlog, Jr.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm) [pursuant] to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex3122023093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex3122024093010k.htm)] | | |

| 32 | | | | | | [Certification of Paul C. Reilly [removed: and Paul M. Shoukry pursuant] [added: and](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm) [Jonathan](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm) [W](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm) [Oorlog](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm)[, Jr.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm) [pursuant] to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex322023093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex322024093010k.htm)] | | |

[removed: (1) Certain] [added: (1)Certain] instruments defining the rights of holders of the $97,500,000 in aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 that the registrant assumed from TriState Capital in connection with the acquisition on June 1, 2022 are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

| Exhibit Number | | | | | | Description | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#if501fdb80ab242bab436cc5c5f81b838_7) | | |

| Exhibit Number | | | | | | Description | | |

| 19 | | | | | | [Raymond James Financial, Inc. Insider Trading Policy with Respect to Company Securi](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex192024093010k.htm)[ties.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex192024093010k.htm) | | |

| 97.1 | | | | | | [Raymond James Financial, Inc. Dodd-Frank Clawback Policy.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex9712024093010k.htm) | | |

| 97.2 | | | | | | [Raymond James Financial, Inc. Co](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex9722024093010k.htm)[mpensation Recoupment Policy.](https://www.sec.gov/Archives/edgar/data/720005/000072000524000069/ex9722024093010k.htm) | | |

| 10.7 | | | | | | [Amended and Restated Credit Agreement, dated as of April 6, 2023, among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2023.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000037/ex101rjamendedandrestate.htm) | | |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [removed: [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7)] [added: [Index](#if501fdb80ab242bab436cc5c5f81b838_7)] | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on the [removed: 21st] [added: 26th] day of November [removed: 2023.][added: 2024.]

| /s/ PAUL C. REILLY | | | Chair and Chief Executive Officer (Principal Executive Officer) and Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ [removed: PAUL M. SHOUKRY] [added: JONATHAN W. OORLOG, JR.] | | | Chief Financial Officer (Principal Financial Officer) | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ MARLENE DEBEL | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ JEFFREY N. EDWARDS | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ BENJAMIN C. ESTY | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ ART A. GARCIA | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ ANNE GATES | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ GORDON L. JOHNSON | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ RAYMOND W. MCDANIEL, JR. | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ RODERICK C. MCGEARY | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ RAJ SESHADRI | | | Director | | | November [removed: 21, 2023] [added: 26, 2024] | | |

| /s/ PAUL M. SHOUKRY | | | President and Director | | | November 26, 2024 | | |

| /s/ KATHERINE H. LARSON | | | Chief Accounting Officer (Principal Accounting Officer) | | | November 26, 2024 | | |

| Katherine H. Larson | | | | | | | | |

| /s/ CECILY MISTARZ | | | Director | | | November 26, 2024 | | |

| Cecily Mistarz | | | | | | | | |

| /s/ JONATHAN W. OORLOG, JR. | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | November 21, 2023 | | |

| /s/ THOMAS A. JAMES | | | Chair Emeritus and Director | | | November 21, 2023 | | |

| Thomas A. James | | | | | | | | |

| /s/ ROBERT M. DUTKOWSKY | | | Director | | | November 21, 2023 | | |

| Robert M. Dutkowsky | | | | | | | | |